Section 1. Number of Officers
The officers of the Corporation shall consist of a President, Vice President, Secretary, and Treasurer, each of whom shall be elected by the Board of Directors. The Manager and such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any 2 or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Election and Term of Office
The officers of the Corporation shall be elected annually at the first meeting of the Board of Directors held after the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon as practicable thereafter. Each officer shall hold office until a successor shall have been duly elected and shall have qualified, until such officer's death, or until such officer shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal
Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 4. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or other wise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President
The President shall be the principal executive officer of the Corporation. Subject to the control of the Board of Directors, the President shall supervise and control all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the members of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any promissory notes, deeds, mortgages, leases, contracts, or other instruments that the Board of Directors has authorized to be executed, except in the cases where the signing and execution hereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President shall execute membership certificates with the Secretary. The Board of Directors may authorize facsimile signatures. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice President
In the absence of the President or in the event of the President's death, inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President and shall perform such other duties as from time to time may be assigned to the Vice President by the President or by the Board of Directors.
Section 7. Secretary
The Secretary shall attend all meetings of members and the Board of Directors and shall prepare and maintain proper minutes of those meetings. The Secretary shall be the custodian of the official seal of the Corporation, if any, and shall affix that seal on all documents executed on behalf of the Corporation, pursuant to due authorization by the Board of Directors. The Secretary shall maintain at the registered office or principal place of business of the Corporation a register of members of the Corporation, showing the names and addresses of the members. The Secretary shall have the custody of and properly protect all executed deeds, leases, agreements, and other legal documents and records to which the Corporation is a party or by which it is legally affected. The Secretary shall execute membership certificates with the President. The Board of Directors may authorize facsimile signatures. The Secretary shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Board of Directors.
Section 8. Treasurer
The Treasurer shall be the principal financial officer of the Corporation and shall have charge and custody of and be responsible for all funds of the Corporation. The Treasurer shall keep or cause to be kept, adequate and correct accounts of the Corporation, including accounts of its assets, liabilities, receipts and disbursements, and patronage credits. The Treasurer shall submit to the Board of Directors and the President, when required, statements of the financial duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer's duties in such sum and with such surety or sureties as the Board of Directors shall determine.
Section 9. Manager
The Board of Directors may appoint a manager who may be, but who shall not be required to be, a member of the Corporation. The manager shall perform such duties and shall exercise such authority as given by the Board of Directors.
Section 10. Professional Consultants
The Board of Directors may, at their option, retain for assistance to the Cooperative professional consultants, including, but not limited to accountants, attorneys, and engineers. Professional consultants shall only be retained by the Board of Directors.
Section 11. Employment Limitation
No individual shall be eligible to become an employee of the Corporation if they served as Corporation Board Director during the preceding five years before application for employment.